The Delay group includes four provisions designed to slow down a hostile bidder. For takeover battles that require a proxy fight to either replace a board or dismantle a takeover defense, these provisions are the most crucial. Indeed, some legal scholars
argue that the dynamics of modern takeover battles have rendered all other defenses superfluous [Daines and Klausner 2001; Coates 2000]. The Voting group contains six provisions, all related to shareholders' rights in elections or charter/bylaw amend
ments. The Protection group contains six provisions designed to insure officers and directors against job-related liability or to compensate them following a termination. The Other group in cludes the six remaining firm-level provisions.